Legal Terms and Conditions of Use

ppnPRO License

ppnPRO Service Agreement

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Legal Terms and Conditions of Use of Web site
ACAP Security Inc., along with its subsidiaries and affiliates ("ACAP"), provides the information and services on its World Wide Web site(s) (the "Site") under the following terms and conditions. By accessing and/or using the Site, you indicate your acceptance of these terms and conditions.
Copyright and Trademarks
The information available on or through this Site is the property of ACAP, or its licensors, and is protected by copyright, trademark, and other intellectual property laws. Users may not modify, copy, distribute, transmit, display, publish, sell, license, create derivative works or otherwise use any information available on or through this Site for commercial or public purposes. Users may not use the trademarks, logos and service marks ("Marks") for any purpose including, but not limited to use as "hot links" or reference tags in other pages or sites on the World Wide Web without the written permission of ACAP or such third party that may own the Mark. A list of the current ACAP Marks are provided at the end of this page. Questions concerning Mark ownership, usage, or infringement should be directed to legal@acapsecurity.com.
Tampering
User agrees not to modify, move, add to, delete or otherwise tamper with the information contained in ACAP's Web site. User also agrees not to de-compile, reverse engineer, disassemble or unlawfully use or reproduce any of the software, copyrighted or trademarked material, trade secrets, or other proprietary information contained in the Site.
Third Party Information
While ACAP makes every effort to insure the accuracy of all information on the Site, some of the information is supplied by independent third parties; therefore, ACAP makes no warranty as to the accuracy of any such information.
Links to Third Party Sites
This Site may contain links that will let you access other Web sites that are not under the control of ACAP. The links are only provided as a convenience and ACAP does not endorse any of these sites. ACAP assumes no responsibility or liability for any material that may accessed on other Web sites reached through this Site, nor does ACAP make any representation regarding the quality of any product or service contained at any such site.
Links from Third Party Sites
ACAP prohibits unauthorized links to the Site and the framing of any information contained on the site or any portion of the Site. ACAP reserves the right to disable any unauthorized links or frames. ACAP has no responsibility or liability for any material on other Web sites that may contain links to this Site.
Laws and Regulations
Access to and use of this Site are subject to all applicable international, federal, state and local laws and regulations. User agrees not to use the Site in any way that violates such laws or regulations.
No Warranties
Information and documents provided on this Site are provided "as is" without warranty of any kind, either express or implied, including without limitation warranties of merchantability, fitness for a particular purpose, and non-infringement. ACAP uses reasonable efforts to include accurate and up-to-date information on this Site; it does not, however, make any warranties or representations as to its accuracy or completeness. ACAP periodically adds, changes, improves, or updates the information and documents on this Site without notice. ACAP assumes no liability or responsibility for any errors or omissions in the content of this Site. Your use of this Site is at your own risk.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL ACAP BE LIABLE FOR ANY DAMAGES SUFFERED BY YOU, INCLUDING ANY INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR DAMAGES FOR BUSINESS INTERRUPTION, LOSS OF INFORMATION, PROGRAMS OR OTHER DATA) THAT RESULT FROM ACCESS TO, USE OF, OR INABILITY TO USE THIS SITE OR DUE TO ANY BREACH OF SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION THROUGH THE INTERNET, EVEN IF ACAP WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Privacy
Protecting the privacy of our clients and users of our Sites is important to ACAP. The ACAP Web Site Privacy Statement describes how we use and protect information you provide to us.
Security
Much of the data and information transmitted to and from ACAP client Sites is encrypted for the user's protection. However, the security of information received from, transmitted through or delivered by the Internet can never be guaranteed. ACAP is not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data. Each user is responsible for maintaining the security of any password, encryption access code, user name or ID, or other form of authentication or access control involved in obtaining access to password protected or secure areas of ACAP sites. In order to protect you and your data and the data of other users, ACAP may, at its sole discretion, without notice and without recourse, suspend your use of a portion or the entire site.
For site security purposes and to ensure that ACAP services remains available to all users, this web site employs industry-standard methods to monitor network traffic to identify unauthorized attempts to upload or change information, or otherwise cause damage. Unauthorized attempts to upload information or change information on this web site are strictly prohibited and may be punishable by law, including the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act.
Transmission of Personal Data
User acknowledges and agrees that by providing ACAP with any personal information through the Site, user consents to the transmission of such personal user information over international borders as necessary for processing in accordance with ACAP's standard business practices and the ACAP Web Site Privacy Statement.
Access to Password Protected and Secure Areas
Access to and use of password protected and/or secure area of the Site is restricted to authorized users only. Unauthorized access to such areas is prohibited and may lead to criminal prosecution.
Limited Duration of Accessible Data
ACAP provides user data and results of analysis and processing for pick-up and downloading by authorized parties for a short time after initial presentation of the data. Thereafter, for security reasons, the data is removed from access availability and destroyed. The authorized parties must pick-up and/or download the available data during the data availability time period window. Removed data is destroyed and is not available for re-posting or future delivery to the authorized parties. User accepts all damages and risk of loss from failure to obtain the available data during the available time period.
Disclaimer
This web site includes information, documents and materials (collectively, the "Contents") that are subject to change without notice. ACAP expressly disclaims any obligation to keep Contents up to date or free of errors or viruses, or to maintain uninterrupted access to this web site. This web site (including all Contents) is provided "AS IS."
ACAP disclaims any express or implied warranties related to the use of this web site (including all Contents and third party web sites), including, without limitation, merchantability, suitability, non-infringement, accuracy, or fitness for any particular purpose. The information provided on this web site should be used as advice; such information does not provide the user with any form of guaranteed protection and the user should not rely on the information to provide any form of guaranteed protection.
ACAP shall not be liable for any errors contained herein or for any damages whatsoever arising out of or related to the use of this web site (including all Contents), including, without limitation, direct, indirect, incidental, special, consequential or punitive damages, whether under a contract, tort or any other theory of liability, even if the ACAP is aware of the possibility of such errors or damages.

This web site contains hypertext links or pointers to information created and maintained by other public and private organizations. These links and pointers are provided for visitors' convenience. ACAP neither controls nor guarantees the accuracy, timeliness, or completeness of any linked information. ACAP is not responsible for any of the practices of these other sites and specifically disclaims any liability for their content.
The inclusion of links or pointers to web sites is not intended to assign importance to those sites or the information contained therein, nor is it intended to endorse or recommend any views expressed, or products or services offered on these sites.
ACAP assumes no responsibility for errors or omissions in any Contents, including Contents that are referenced by or linked (by hypertext links) to third party web sites. ACAP makes no representations or warranties of any kind whatsoever for the Contents or third party web sites or for any products or services mentioned or offered in the Contents or in third party web sites.

Reservation of Rights
All Contents (including, without limitation, the graphics, icons, and overall appearance of the web site and the Contents) are the property of the ACAP or its affiliates. Neither ACAP nor its affiliates waive any of its proprietary rights therein including, but not limited to, copyrights, trademarks and other intellectual property rights. This web site and the Contents are intended only for the individual, non-commercial use of web site users. No user of this web site may resell, republish, print, download, copy, retransmit or display (by use of an html "frame" or otherwise) any portion of this web site or the Contents without the prior written consent of ACAP, except that reasonable copying or printing of the Contents for individual, non-commercial use is permissible where permitted by law. The availability of any Contents through this web site shall under no circumstance constitute a transfer of any copyrights, trademarks or other intellectual property rights of ACAP or its affiliates to any web site user or any third party. This web site and the Contents are protected by U.S. and international copyright laws, both as individual works and as a compilation.
Procedure for making Claims of Copyright Infringement
Pursuant to the Digital Millennium Copyright Act, ACAP has registered an agent with the U.S. Copyright Office. Notices of claimed copyright infringement on the Site should be directed to: ACAP Security Inc., 18700 Main Street, Suite 204A, Huntington Beach, CA 92648, Attn: Legal Team.
Jurisdiction/Governing Law
These terms and conditions shall be governed and construed in accordance with the laws of the State of California, USA, and applicable federal laws without regard to conflicts of law principles. User agrees that any and all proceedings relating to this site and the subject matter contained herein shall be maintained in the southern courts of the state of California, or the federal district courts sitting in southern California, which courts shall have exclusive jurisdiction for such purpose.
ACAP Security Inc., and Affiliates Trademarks and Service Marks
The following are trademarks and service marks of ACAP Security Inc., or its subsidiaries or affiliates:

ACAP Security Inc. LOGOs
ACAP System LOGOs
ACAP Technology LOGOs
ACAP Systems LOGOs
ACAP Services LOGOs
A-Team LOGOs
ACAP
ACAP System
aWrap
aBox
aClean
aScore
aView
aTest
aKey
AM-Key
AG-Key
aSplit Procedure
aShare Procedure
aRoute Procedure
ACAPSystem.com
ACAPSystems.com
ACAPSecuirty.com
ACAP Security
ACS Suite
aLive
aLine
aTalk
aFind
ppn
PPN
ppnPRO
ppnVault
ppnPC
ppn+
ppnPRO LOGOs
ppnVault LOGOs
ppnSSL LOGOs

ppnPRO User License

End User License Agreement for the ppnPRO
including but not limited to all associated
Software, Documentation, Materials and Services

CAREFULLY READ THIS LICENSE AGREEMENT TO ppnPRO AND THE ppnPRO SERVICE. YOU ACCEPT AND AGREE TO BE BOUND BY THIS LICENSE AGREEMENT BY CLICKING THE ICON LABELED "I ACCEPT" THAT IS DISPLAYED ON THE COMPUTER SCREEN OR BY OPENING ANY PART OF THE DELIVERED ppnPRO SOFTWARE.

IF YOU DO NOT AGREE TO THIS LICENSE, CLICK THE ICON LABELED "CANCEL" AND YOUR ORDER WILL BE CANCELED, THE SOFTWARE WILL NOT BE DOWNLOADED AND YOU WILL NOT BE CHARGED. IN THE ALTENATIVE RETURN THE ppnPRO SOFTWARE IN ITS ORGINAL PACKAGING UNOPENED AND YOU WILL NOT BE CHARGED.

License Grant
" You," “Your,” and “Yours” means the “Licensee,” the person or the organization who is being licensed to use the ACAP Security ppnPRO and the ppnPRO Service, including but not limited to include the software and documentation. "We," "Us" and "Our" means ACAP Security, Inc., “ACAP Security,” the “Licensor.”

We hereby grant you a nonexclusive license to use one copy of the ppnPRO software and the associated service and to install the ppnPRO software on a total of one end user, which may be a single computer or workstation. The electronic portion of the ppnPRO software is "in use" on a computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a computer—for example, a hard disk, CD-ROM or other storage device.

The expansion of this license to include additional end user PCs, laptops, portables, workstations and other computers and computer systems is provided through a user site license or a user expansion license, which must be acquired from us. Acquisition of site licenses or user expansion licenses of the ppnPRO software and ppnPRO service are authorized by the total number of computer systems identified in your license application and factored into the monthly service fees and related fees and charges. Additional user licenses or modifications of existing licenses can be arranged by contacting the ACAP Marketing Team by land-line or via e-mail at: info@acapsecuirty.com.

Title
We remain the owner of all right, title and interest in ppnPRO software and ppnPRO services and all pending and issued patents and all copyrighted materials associated therewith.

Creation of Copies
You may make copies of the electronic portion of the ppnPRO software for back up and archival purposes, provided that the original and each copy is kept in your possession and that your installation and use of the ppnPRO software does not exceed that allowed in the "License Grant" section above. You may make copies of the non-electronic portion of the ppnPRO software for use in numbers that are consistent with prudent distribution required to learn and document the ppnPRO software and the ppnPRO service.

Notwithstanding, if the ppnPRO software is lawfully acquired outside of the United States within a jurisdiction which is a member of European Economic Community (EEC) subject to the EEC Council Directive of May 14, 1991, you agree that within that jurisdiction you shall not, and shall not allow any party on your behalf, to attempt to reverse engineer or de-compile the ppnPRO software into another computer language, except as expressly and specifically provided in the EEC Council Directive of May 14, 1991. Any and all information obtained during such lawful reverse engineering and/or de-compiling activities, including but not limited to, the organization, logic, algorithms and processes of the ppnPRO software, shall be deemed to be the confidential and proprietary information of ours or our associates.

You are fully aware that all of the ppnPRO software and the ppnPRO service is proprietary and copyrighted. You are aware that other than as provided for under this license agreement the copying of any ppnPRO software or ppnPRO service information is a violation of the U. S. Copyright Laws and international treaties, and may also be a violation of U.S. and international Patent Laws, and you and your management personnel, employees, staff members and associated participants are subject to criminal penalties and civil damages. Our acceptance of one or more copies of the copyrighted ppnPRO software from you upon termination of this license does not wave our rights to pursue any and all copyright violation that may have occurred prior to, during or after the terms of this license agreement.

Furthermore, you agree that our failure to pursue one violation of the copyright laws does not wave our right to pursuer any additional violations of the U. S. Copyright laws, any other copyright laws, U.S. Patent Laws, other patent laws, and international treaties and any other remedies in equity and law.

Government End Users
If you are acquiring the ppnPRO software and ppnPRO service on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the ppnPRO software or service is supplied to the Department of Defense ("DOD"), the ppnPRO software and service is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the ppnPRO software and service and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the ppnPRO software or service is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the ppnPRO software or service and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR. If you are acquiring the ppnPRO software or service on behalf of any unit or agency of any state, county, city or other government organizational entity the parties agree that the ppnPRO software or service is classified as “Commercial Computer Software” and the governmental entity is acquiring only “restricted rights.”

Limited Risk Mitigation Capabilities
You are aware that although the ppnPRO software or service provides the capabilities to significantly reduce the potential losses and damage claim awards that could result from a cyber-crime attack on your computer system(s), network(s) and/or protected information, that no one and no system can prevent every potential cyber-crime attack from occurring; that it is inevitable that some cyber-crime attacks against you will be successful; and that as a result you may be subjected to losses and become liable for damage claim awards. Based upon these facts we do not, and you accept the fact that we do not, guarantee, or in any manner assure, that the ppnPRO software or service will stop all or any cyber-crime attack attempts made on you or that you, or some third party, will not be financially, physically, emotionally or in some other manner harmed, injured or damaged from such a cyber-crime attack.

Limited Duration of Accessible Data
The ppnPRO software or service may provide user data for pick-up and downloading by authorized parties for a short time after initial delivery of the data to the ppnPRO service. Thereafter, for security reasons, the data is removed from access availability and destroyed. The authorized parties must pick-up and/or download the available data during the data availability time period window. Other than as described, the Licensor does NOT store, archive or retain any data for future pick-up or downloading.

It is solely the duty and responsibility of the authorized party or parties to collect and retrieve any stored and retained data. Following the short time period all delivered data is destroyed and is not available for re-posting or future delivery to the authorized parties. User accepts all damages and risk of loss from failure to obtain the available data during the available time period. The Licensor by this agreement with the Licensee has no obligation or responsibility, and does NOT accept any responsibility for the maintenance, storage or retention of any accessible data or any data provided by Licensee to Licensor. Licensee hereby fully releases Licensor of any and all liability that may result from the destruction of accessible data and data provide to Licensor.

Acts You May NOT Perform
The ppnPRO software and ppnPRO service is fully protected by U. S. copyright laws and international treaties, plus pending and issued patents. The following brief list is not an all-inclusive list of the basis for violation of the law rather it is an indication of some of the many acts you may NOT perform. Except as provided for in this license agreement: (1) you may NOT copy the ppnPRO software or any portion of the ppnPRO service; (2) you may NOT modify, or adapt, or integrate, the ppnPRO software or service into or any portion of the ppnPRO software or service into another system; (3) you may NOT merge, or adapt or integrate any of the ppnPRO software or service, or any portion of the ppnPRO software or service into another computer program or programs; (4) you may NOT reverse engineer, disassemble, de-compile or in any way make any attempt to discover the source code of the ppnPRO software or service, or any part of the ppnPRO software or service; (5) you may NOT place the ppnPRO software or service’s software onto a server so that it is accessible to multiple users via a public network such as the Internet, or a private network, and where such users are not included as end user parties under this license agreement, or user parties under a user site license or user expansion license agreements which has been attached to and incorporated into this license agreement; (6) you may NOT sublicense, rent, lease or lend the ppnPRO software or service or any portion of the ppnPRO software or service; or (7) you may NOT remove, obscure or alter any notice of license, patent pending notice, patent, copyright, trademark, service mark, trade secret or other proprietary right in the licensed materials.

Transfers
You may transfer all your rights to use the ppnPRO software or service to another person or legal entity provided you transfer this Agreement, the complete ppnPRO software or service, including all copies, updates and prior versions to such person or entity and that you retain no copies, including copies stored on any computer or media devise.

Limited Warranty
We warrant that for a period of 90 days after delivery of this copy of the ppnPRO software or service to you: (1) that the media on which this copy of the ppnPRO software or service is provided to you will be free from defects in materials and workmanship under normal use; and (2) the ppnPRO software or service will perform in substantial accordance with the defined capabilities.

To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, AND WE DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OF TITLE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, regardless of whether we know or had reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized to modify this limited warranty, or to make any additional warranties. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

WE DO NOT WARRANT THAT THE INFORMATION CONTAINED IN THE ACAP SYSTEM OR THE RESULTS PROVIDED BY THE ppnPRO SOFTWARE AND ppnPRO SERVICE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION AND/OR DELIVERY OF THE ppnPRO SOFTWARE AND ppnPRO SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE ppnPRO SOFTWARE AND ppnPRO SERVICE WILL BE CORRECTED. FURTHERMORE, WE DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE ppnPRO SOFTWARE AND ppnPRO SERVICE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US OR ANY OF OUR AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASES THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY.

Limited Remedy
Our entire liability and your exclusive remedy for breach of the foregoing warranty shall be, at our option, to either: (1) return the price you paid, or (2) repair or replace the ppnPRO software and service or portion of the ppnPRO software and service that does not meet the foregoing warranty if it is returned to us with a copy of your receipt. IN NO EVENT WILL WE BE LIABLE TO YOU, OR THIRD PARTY FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST SAVINGS, LOST, EDITED OR DESTROYED INFORMATION, OPERATIONAL INTERRUPTIONS, THIRD PARTY DAMAGES OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OR THE INABILITY TO USE THE ppnPRO SOFTWARE AND ppnPRO SERVICE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

Term and Termination
This license agreement takes effect upon your use of any part of the ppnPRO software and service and remains effective until terminated. Termination automatically occurs at the end of the paid or credited ppnPRO subscription period. It will also automatically terminate if you fail to comply with any term or condition of this license agreement. You agree on termination of this license to either deliver or to destroy the original and all copies of the ppnPRO software and service in your possession. We reserve the rights to enforce the terms of this agreement following the termination of the license including but not limited to receiving upon request a signed and notarized affidavit verifying compliance with the termination requirements of this license.

Confidentiality
The ppnPRO software and service contains sensitive and confidential information, trade secrets, and proprietary know-how that belongs to us and is being made available to you in strict confidence. ANY USE OR DISCLOSURE OF THE ppnPRO SOFTWARE OR SERVICE, OR ITS CODE, ALGORITHMS, MODELING, DESIGN, PROTOCOLS OR INTERFACES, OTHER THAN IN STRICT ACCORDANCE WITH THIS LICENSE AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR INTELLIGENT PROPERTY RIGHTS, TRADE SECRET RIGHTS, PATENT RIGHTS AND OTHER RIGHTS RESULTING IN YOU AND MEMBERS OF MANAMGEMENT TEAM AND EMPLOYEES BEING LIABLE FOR DAMAGES AND OTHER EQUTABLE AND LEGAL REMEDIES.

General Provisions

1. This written license agreement is the exclusive agreement between you and us concerning the ppnPRO software and the associated services and supersedes any prior purchase order, communication, advertising or representation concerning ppnPRO software and the ppnPRO service.

2. This license agreement may only be modified by a writing signed by you and us.

3. You agree to allow the ppnPRO service and ACAP Security at any time to initiate inquires as to the status of your computer for the purpose of establishing whether your computer is on-line and actively prepared to participate in a personal private network (ppn) communications activity where this inquiry may include key listeners and hardware activity evaluation inquiries and the sourcing of other information.

4. In the event of litigation between you and us concerning the ppnPRO software and ppnPRO service, the prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other party.

5. You and we agree that any disputes related to the products and services provided under this agreement shall be governed in all respects by and construed in accordance with the laws of the State of California, United States of America, excluding its conflict of laws rules. We each submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Southern District of California. If there is no jurisdiction in the United States District Court for the Southern District of California, then jurisdiction shall be in the courts of Orange County, California, U.S.A. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

6. You agree that the ppnPRO software will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations.

7. If one or more provisions of this agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired.

8. You agree that any and all of our licensees are direct and intended third party beneficiaries of this Agreement. To the extent that material from other licensors or providers is included in the licensed ppnPRO software and ppnPRO service, such material licensors or providers shall also be deemed third party beneficiaries of this agreement.

9. No claim is made to original government works; however, within this product, material, or publication, the following are subject to ACAP Security, Inc. copyright: (1) the gathering, compilations, and arrangement of such governmental materials; (2) the electronic or magnetic or optical translation and digital conversion of the data, if applicable; (3) the historical, statutory and other notes and references; and (4) the commentary and other materials.

ppnPRO Service Agreement; Version 1.0

1. INTRODUCTION. In this Service Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and its agents, including each person listed in your account information as being associated with your account, and "we", "us" and "our" refer collectively to ACAP Security, Inc. and its wholly owned subsidiaries, (collectively "ACAP"). All references in this Agreement to ppnPRO shall be deemed to be references to ACAP. This Agreement explains our obligations to you, and your obligations to us in relation to the ACAP service(s) you purchase. By purchasing ppnPRO service(s) you agree to establish an account with us for such services. When you use your account or permit someone else to use your account to purchase or otherwise acquire access to additional ppnPRO service(s) or to modify or cancel your ppnPRO service(s) (even if we were not notified of such authorization), this Agreement as amended covers any such service or actions. Additionally, you agree that each person listed in your account information as being associated with your account for any services provided to you (including, but not limited to, ppnPRO services) is your agent with full authority to act on your behalf with respect to such services in accordance with the permissions granted, and that the Primary Contact and Account Administrative Contact for your account shall have the authority, without limitation, to terminate, transfer (where transfer is permitted by the Agreement), or modify such services or your account information, or purchase additional services. Any acceptance of your application(s) or requests for our services and the performance of our services will occur at our offices in Huntington Beach, California, U.S.A. the locations of our principal places of business.

2. VARIOUS SERVICES. Sections 1 through 29 apply to any and all ACAP services that you purchase. IMPORTANT NOTICE CONCERNING BUNDLED SERVICES: If you purchase ACAP services that are sold together as a “bundled” package (e.g., you select a ppnPRO package that includes both a ppnPRO and a ppnVault, as opposed to your purchasing such services separately), termination of any part of the services will result in termination of all services provided as part of the bundled package.

3. FEES, PAYMENT AND TERM OF SERVICE. As consideration for the services you purchased, you agree to pay ACAP the applicable service(s) fees set forth on our Web site at the time of your selection, or, if applicable, upon receipt of your invoice from ACAP. All fees are due immediately and are non-refundable, except as provided for in any warranty or guarantee program. If you qualify, we may extend payment terms to you under our Business Account Credit Program. Unless otherwise specified herein or on our Web site, each ACAP service is for a one-year initial term and renewable thereafter for successive one to three-year terms, as set forth during the renewal process. Any renewal of your services with us is subject to our then current terms and conditions, including, but not limited to, successful completion of any applicable authentication procedure, and payment of all applicable service fees at the time of renewal. Except with respect to service to which you subscribe on a monthly basis, we will endeavor to provide you notice prior to the renewal of your services at least fifteen (15) days in advance of the renewal date. Additional payment terms may apply to the ppnPRO services you purchase, as set forth in the applicable Schedules to this Agreement. We may provide you with an opportunity to “opt in” to our automatic renewal process in accordance with the instructions (and subject to your agreement to the terms and conditions pertaining to that process) on our Web site. In any event, you are solely responsible for the credit card information you provide to ACAP and must promptly inform ACAP of any changes thereto (e.g., change of expiration date or account number). In addition, you are solely responsible for ensuring the services are renewed. ACAP shall have no liability to you or any third party in connection with the renewal as described herein, including, but not limited to, any failure or errors in renewing the services. You agree to pay all value added, sales and other taxes (other than taxes based on ACAP's income) related to ACAP services or payments made by you hereunder. All payments of fees for ACAP services shall be made in U.S. dollars. Set up fees, if any, will become payable on the applicable effective date for the applicable ACAP services. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest as a late charge of 1.5% per month or the maximum amount allowed by law, whichever is less.

4. ACCURATE INFORMATION. You agree to: (1) provide certain true, current, complete and accurate information about you as required by the application process; and (2) maintain and update according to our modification procedures the information you provided to us when purchasing our services as needed to keep it current, complete and accurate. We rely on this information to send you important information and notices regarding your account and our services. You agree that ACAP (itself or through its third party service providers) is authorized, but not obligated, to use Coding Accuracy Support System (CASS) certified software and/or the National Change of Address program (and/or such other systems or programs as may be recognized by the United States Postal Service or other international postal authority for updating and/or standardizing address information) to change any address information associated with your account (e.g., registrant address, billing contact address, etc.), and you agree that ACAP may use and rely upon any such changed address information for all purposes in connection with your account (including the sending of invoices and other important account information) as though such changes had been made directly by you.

5. PRIVACY. Our privacy statement, (a) for Payment Services and Digital Certificates is located on our Web site and is incorporated herein by reference, as it is applicable to the Website activities, payments and ppnPRO operations. The applicable privacy statement sets forth your and our rights and responsibilities with regard to your personal information. You agree that we, in our sole discretion, may modify our privacy statement. We will post such revised statement on our Web site at least thirty (30) calendar days before it becomes effective. You agree that, by using our services after modifications to the privacy statement become effective, you have agreed to these modifications. You acknowledge that if you do not agree to any such modification, you may terminate this Agreement. We will not refund any fees paid by you if you terminate your Agreement with us except as otherwise expressly provided in one or more of the warrantee or guarantee agreements or programs. We will not process the personal data that we collect from you in a way incompatible with the purposes and other limitations described in our privacy statement. You represent and warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data you supply to us as part of our services with regard to: (i) the purposes for which such third party's personal data has been collected, (ii) the intended recipients or categories of recipients of the third party's personal data, (iii) which parts of the third party's data are obligatory and which parts, if any, are voluntary; and (iv) how the third party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and obtain such consent with regard to any third party personal data you supply to us in the future. We are not responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals nor for your providing outdated, incomplete or inaccurate information.

6. OWNERSHIP. Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations, reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, software and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are used, developed, comprising, embodied in, or practiced in connection with any of the ACAP and ppnPRO services identified herein (“ACAP Intellectual Property Rights”) are owned by ACAP or its licensors, and you agree to make no claim of interest in or ownership of any such ACAP Intellectual Property Rights. You acknowledge that no title to the ACAP Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the ACAP or its licensors' service, other than the rights expressly granted in this Agreement. To the extent that you create any Derivative Work (any work that is based upon one or more preexisting versions of a work provided to you, such as an enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or any other form in which such preexisting works may be recast, transformed or adapted) such Derivative Work shall be owned by ACAP and all right, title and interest in and to each such Derivative Work shall automatically vest in ACAP. ACAP shall have no obligation to grant you any right in any such Derivative Work.

7. EXCLUSIVE REMEDY. You agree that our entire liability, and your exclusive remedy, in law, in equity, or otherwise, with respect to any ACAP service(s) provided under this Agreement and/or for any breach of this Agreement is solely limited to the amount you paid for such service(s) during the term of this Agreement. In no event shall ACAP, ITS LICENSORS and contractors (INCLUDING THIRD PARTIES PROVIDING SERVICES AS PART OF THE SERVICES) be liable for any indirect, incidental, special or consequential damages EVEN IF ACAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. To the extent that a state does not permit the exclusion or limitation of liability, as set forth herein, ACAP’s liability is limited to the extent permitted by law in such states. ACAP and its licensors and contractors disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your account number, password or security authentication option; (5) loss or liability resulting from errors, omissions, or misstatements in any and all information or service(s) provided under this agreement; (6) loss or liability relating to the deletion of or failure to store data file or messages; (7) loss or liability resulting from the development or interruption of your ppnPRO and/or ppnVault services; (8) loss or liability from your inability to use our ppnPRO or ppnVault service, or any component of the ppnPRO subscription service; (9) loss or liability that you may incur in connection with our processing of your application for our services, our processing of any authorized modification to your records or your agent's failure to pay any fees, including the initial subscription fee or re-subscription fee; (10) loss or liability as a result of the application of our dispute policy; or (11) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in software, hardware, firmware or communication links and systems, or any standard not under ACAP's sole control, or relating to customer-requested generation and transmission of your private key, or access control, or relating to customer-requested generation, transfer of and storage of your data, chat and message.

8. DISCLAIMER OF WARRANTIES. You agree that your use of our service(s) OR OUR LICENSORS' SERVICES is solely at your own risk. You agree that all of such SERVICES are provided on an "as is," and "as available" basis, EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. NEITHER ACAP NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE OR OUR LICENSORS MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF OUR SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL, AND/OR DATA, AND/OR USE. WE MAKE NO WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN, YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR AND SHALL HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY YOU FROM A THIRD PARTY.

9. INDEMNITY. You agree to release, indemnify, defend and hold harmless ACAP, and any of our contractors, subcontractors, members, agents, employees, officers, directors, shareholders, affiliates and assigns from all liabilities, claims, damages, costs and expenses, including reasonable attorneys' fees and expenses, relating to or arising out of (a) this Agreement or the breach of your warranties, representations and obligations under this Agreement, (b) the ACAP and ppnPRO services or your use of such services, including without limitation infringement or dilution by you, or someone else using our service(s) from your computer, (c) any intellectual property or other proprietary right of any person or entity, (d) a violation of any of our operating rules or policies relating to the service(s) provided, (e) any information or data you supplied to ACAP. When we are threatened with suit or sued by a third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide those assurances may be considered by us to be a material breach of this Agreement. We shall have the right to participate in any defense by you of a third-party claim related to your use of any of the ACAP services, with counsel of our choice at our own expense. We shall reasonably cooperate in the defense at your request and expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written consent regarding any related settlement. The terms of this paragraph will survive any termination or cancellation of this Agreement.

10. TERMINATION.

a. By You. You may terminate this Agreement upon at least thirty (30) days written notice to ACAP for any reason.

b. By Us. We may terminate this Agreement or any part of the ACAP services at any time in the event you breach any obligation hereunder, fail to respond within ten (10) calendar days to an inquiry from us concerning the accuracy or completeness of the information referred to in Section 4 of this Agreement, or if we determine in our sole discretion that you have violated the ACAP and/or ppnPRO Acceptable Use Policy, incorporated herein and made part of this Agreement by reference we may immediately terminate this Agreement and cease providing you services.

c. Effect of Termination. ACAP will cease charging your credit card, if applicable, for any monthly service fees as of the expiration of the monthly billing cycle in which the termination is effective. Unless otherwise specified in writing by ACAP, you will not receive any refund for payments already made by you as of the date of termination, and, you may incur additional fees (in the case of a monthly or annual subscription being paid over time, as provided in various Schedules below). If termination of this Agreement is due to your default hereunder, you shall bear all costs of such termination, including any reasonable costs ACAP incurs in closing your account. You agree to pay any and all costs incurred by ACAP in enforcing your compliance with this Section. Upon termination, you shall destroy any copy of the materials licensed to you hereunder and referenced herein. You agree that upon termination or discontinuance for any reason, we may delete all information related to you on the ACAP service, if applicable. In addition to the terms set forth herein, certain ACAP services may have additional terms regarding termination.

d. Effect of Termination of Bundled Services. In addition to the terms set forth in subsection 10(c) above, if you purchase ACAP services which are sold together as part of a “bundled” package of services, any termination relating to such bundle will terminate all ACAP services included in such bundle. Upon the effective date of termination, ACAP will no longer provide the bundled services to you, any licenses granted you shall immediately terminate, and you shall cease using such services immediately; provided, however, that we may, in our sole discretion and subject to your agreeing to be bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain services included in the bundled services to stand alone services.

11. REPRESENTATIONS AND WARRANTIES. You agree and warrant that: (i) neither your registration nor use of the any of the ACAP services nor the manner in which you intend to use such ACAP services will directly or indirectly infringe the legal rights of a third party, (ii) you have all requisite power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you have selected the necessary security option(s) for your password and/or access controls, (iv) you are of legal age to enter into this Agreement (or you are at least 13 years of age and have your parents' permission to apply for services hereunder); and (vi) you agree to comply with all applicable laws and regulations.

12. MODIFICATIONS TO AGREEMENT. Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may: (1) revise the terms and conditions of this Agreement; and/or (2) change part of the services provided under this Agreement at any time. Any such revision or change will be binding and effective 30 days after posting of the revised Agreement or change to the service(s) on ACAP's Web sites, or upon notification to you by e-mail or United States mail. You agree to periodically review our Web sites, including the current version of this Agreement available on our Web sites, to be aware of any such revisions. If you do not agree with any revision to the Agreement, you may terminate this Agreement at any time by providing us with notice. Notice of your termination will be effective on receipt and processing by us. Any fees paid by you if you terminate your Agreement with us are nonrefundable, except as noted in one or more warrantee or guarantee statements or programs, but you will not incur any additional fees. By continuing to use ACAP services after any revision to this Agreement or change in service(s), you agree to abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation by (i) any agent, representative or employee of any third party that you may use to apply for our services; or in (ii) information posted on our Web site of a general informational nature. No employee, contractor, agent or representative of ACAP is authorized to alter or amend the terms and conditions of this Agreement.

13. ACCOUNT ACCESS. To access or use the ACAP services or to modify your account, you may be required to establish an account and obtain a login name, account number, password, passphrase and/or other access control items. You authorize us to process any and all account transactions initiated through the use of your password, passphrase and/or other access control item. You are solely responsible for maintaining the confidentiality of your password and passphrase and other access control items. You must immediately notify us of any unauthorized use of your password or passphrase or other access control item, and you are responsible for any unauthorized activities, charges and/or liabilities made through your password, passphrase and/or other access control item. In no event will we be liable for the unauthorized use or misuse of your login/user name, account number, user password or passphrase or other access code item, group name or group password or passphrase or other access code item.

14. AGENTS. You agree that, if your agent, (e.g., your Primary Contact or Account Administrative Contact, Internet Service Provider, employee) purchased our service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions herein, including the dispute policy. Your continued use of our services ratifies any unauthorized actions of your agent. By using your login name, account number or password, or otherwise purporting to act on your behalf, your agent certifies that he or she is authorized to apply for our services on your behalf, that he or she is authorized to bind you to the terms and conditions of this Agreement, that he or she has apprised you of the terms and conditions of this Agreement, and that he or she is otherwise authorized to act on your behalf. In addition, you are responsible for any errors made by your agent.

15. OPERATIONAL LIMITATIONS. You agree to accept, without recourse, all operational limitations and conditions which ACAP may, at its sole discretion and at any time, place upon ppnPRO services and operations and the activities and operations which facilitate ppnPRO operations which includes but is not limited to ppnVault and JAVA.

16. RIGHT OF REFUSAL. We, in our sole discretion, reserve the right to refuse to register and/or accept your request for ppnPRO services, or register you for other ACAP service(s), and to delete you from any services provided to you. In the event we do not accept your request for ppnPRO services, or register you for other ACAP service(s), we agree to refund any applicable fee(s) you have paid. You agree that we shall not be liable to you for loss or damages that may result from our refusal to register or accept your request for ppnPRO service or other ACAP service(s).

17. NOTICES AND ANNOUNCEMENTS.
(a) Except as expressly provided otherwise herein, all notices to ACAP shall be in writing and delivered via overnight courier or certified mail, return receipt requested to ACAP Secuirty, Inc., Attention: Legal Department, 18700 Main Street, Suite 204A, Huntington Beach, CA, 92648, U.S.A. All notices to you shall be delivered to your mailing address or e-mail address as provided in your account information (as updated by you pursuant to this Agreement).

(b) You authorize us to notify you of our customer of information that we deem is of potential interest to you. Notices and announcements may include commercial e-mails, telephone calls and other notices describing changes, upgrades, new products and services or other information pertaining to security matters or to enhance your service benefits and/or other relevant matters.

18. SEVERABILITY. You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect.

19. ENTIRE AGREEMENT. You agree that this Agreement, the rules and policies incorporated by reference in this Agreement (including, without limitation, the dispute policy and the privacy statement) are the entire, complete and exclusive agreement between you and us regarding our services and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement, including, without limitation, any purchase order provided by you for the Services.

20. ASSIGNMENT AND RESALE. Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise, renders this Agreement voidable at our option. You agree not to resell any of the Services without ACAP's prior express written consent.

21. GOVERNING LAW. You and we agree that any disputes related to the products and services provided under this agreement shall be governed in all respects by and construed in accordance with the laws of the State of California, United States of America, excluding its conflict of laws rules. We each submit to exclusive subject matter jurisdiction, personal jurisdiction and venue of the United States District Court for the Southern District of California. If there is no jurisdiction in the United States District Court for the Southern District of California, then jurisdiction shall be in the courts of Orange County, California, U.S.A. The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

22. AGREEMENT TO BE BOUND. By applying for a ACAP service(s) through our online application process or otherwise, or by using the service(s) provided by ACAP under this Agreement, you acknowledge that you have read and agree to be bound by all terms and conditions of this Agreement and documents incorporated by reference.

23. INDEPENDENT PARTIES. Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or otherwise.

24. WAIVER. No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized representative of ACAP. The remedies of ACAP under this Agreement shall be cumulative and not alternative, and the election of one remedy for a breach shall not preclude pursuit of other remedies. The failure of a party, at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.

25. EXPORT RESTRICTIONS. You acknowledge and agree that you shall not import, export, or re-export directly or indirectly, any commodity, including your products incorporating or using any ACAP services in violation of the laws and regulations of any applicable jurisdiction.

26. U.S. GOVERNMENT USERS. In the event any software is provided by ACAP to a U.S. Government User, the software and accompanying documentation which are used as part of the ACAP service are “commercial items,” as such terms are defined at 48 C.F.R. 2.101 (Oct 1995), consisting of “commercial computer software” and “commercial computer software documentation,” as such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), all U.S. Government entities acquiring the use of the Service and accompanying documentation shall have only those rights set forth herein.

Furthermore, if you are acquiring the ppnPRO software and ppnPRO service on behalf of any unit or agency of the United States Government, the following provisions apply. The Government agrees: (i) if the ppnPRO software or service is supplied to the Department of Defense ("DOD"), the ppnPRO software and service is classified as "Commercial Computer Software" and the Government is acquiring only "restricted rights" in the ppnPRO software and service and its documentation as that term is defined in Clause 252.227-7013(c)(1) of the DFARS; and (ii) if the ppnPRO software or service is supplied to any unit or agency of the United States Government other than DOD, the Government's rights in the ppnPRO software or service and its documentation will be as defined in Clause 52.227-19(c)(2) of the FAR or, in the case of NASA, in Clause 18-52.227-86(d) of the NASA Supplement to the FAR. If you are acquiring the ppnPRO software or service on behalf of any unit or agency of any state, county, city or other government organizational entity the parties agree that the ppnPRO software or service is classified as “Commercial Computer Software” and the governmental entity is acquiring only “restricted rights.”

27. FORCE MAJEURE. Neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, provided that the party relying upon this section (i) shall have given the other party written notice thereof promptly and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this Section extends for a period in excess of thirty (30) days in the aggregate, ACAP may immediately terminate this Agreement.

28. HEADINGS. The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, limit, construe or describe the scope or extent of such section or in any way affect such section.

29. SURVIVAL. In the event this Agreement terminates as provided herein, Sections 1, 2, 3, 6, 7, 8, 9, 10(c), 10(d), 11, 12, 14, and 16 through 29 of this Agreement shall survive such expiration or termination.

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